Calamos Convertible Opportunities & Income Fund Sample Contracts

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EXHIBIT (k)(3) CALAMOS AUCTION AGENCY AGREEMENT BASIC TERMS FOR ACTING AS AUCTION AGENT
Calamos Convertible Opportunities & Income Fund • November 6th, 2003 • New York
ARTICLE I. DEFINITIONS
Manager Agreement • June 21st, 2002 • Calamos Convertible Opportunities & Income Fund • New York
SUB-PLACEMENT AGENT AGREEMENT Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, Maine 04101
Sub-Placement Agent Agreement • March 13th, 2019 • Calamos Convertible Opportunities & Income Fund • New York
ARTICLE I DEFINITIONS
Stock Transfer Agency Agreement • June 21st, 2002 • Calamos Convertible Opportunities & Income Fund • New York
DISTRIBUTION AGREEMENT
Distribution Agreement • March 13th, 2019 • Calamos Convertible Opportunities & Income Fund • New York

This DISTRIBUTION AGREEMENT (this “Agreement”) made as of March 8, 2019 by and between Calamos Convertible Opportunities and Income Fund, a Delaware statutory trust (the “Fund”), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

Agreement and Declaration of Trust
Calamos Convertible Opportunities & Income Fund • January 17th, 2023

General. These By-Laws shall be subject to the Agreement and Declaration of Trust, as from time to time amended, supplemented or restated (the “Declaration of Trust”) of Calamos Convertible Opportunities and Income Fund (the “Trust”), a Delaware statutory trust established by the Declaration of Trust.

ARTICLE I
Calamos Convertible Opportunities & Income Fund • April 22nd, 2002 • Delaware
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • January 17th, 2023 • Calamos Convertible Opportunities & Income Fund • Delaware

WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;

ADMINISTRATION AGREEMENT
Administration Agreement • December 27th, 2018 • Calamos Convertible Opportunities & Income Fund • Massachusetts

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is entered into as of October 26, 2018 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each registered management investment company identified on Schedule A hereto (each, a “Trust” and, together with the Administrator, the “Parties”), and shall be effective on November 1, 2018 (the “Effective Date”).

EXHIBIT H.2 MASTER AGREEMENT AMONG UNDERWRITERS
Master Agreement • November 6th, 2003 • Calamos Convertible Opportunities & Income Fund • New York
THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • January 13th, 2022 • Calamos Convertible Opportunities & Income Fund • Delaware

WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;

CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND UP TO 7,500,000 COMMON SHARES OF BENEFICIAL INTEREST CAPITAL ON DEMAND™ SALES AGREEMENT
Sales Agreement • December 2nd, 2014 • Calamos Convertible Opportunities & Income Fund • New York

CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND, a Delaware statutory trust (the “Fund”), CALAMOS ADVISORS LLC, a Delaware limited liability company (the “Adviser”) and JonesTrading Institutional Services LLC (“Jones”) previously entered into a sales agreement dated June 6, 2011, as amended, (the “Prior Agreement”). The parties hereby terminate the Prior Agreement and confirm their agreement in the form of this Sales Agreement (this “Agreement”) as follows:

CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND UP TO 7,500,000 COMMON SHARES OF BENEFICIAL INTEREST CAPITAL ON DEMAND™ SALES AGREEMENT
Sales Agreement • June 6th, 2011 • Calamos Convertible Opportunities & Income Fund • New York

CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND, a Delaware statutory trust (the “Fund”), CALAMOS ADVISORS LLC, a Delaware limited liability company (the “Adviser”) confirm their agreement (this “Agreement”) with JonesTrading Institutional Services LLC (“Jones”), as follows:

CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • January 12th, 2021 • Calamos Convertible Opportunities & Income Fund • Delaware

WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 28th, 2011 • Calamos Convertible Opportunities & Income Fund • Delaware

AGREEMENT made as of the 17th day of June 2002 (the “Agreement”), between CALAMOS ASSET MANAGEMENT, INC., a corporation organized under the laws of the State of Illinois and having its principal office and place of business in Naperville, Illinois (the “Manager”), and CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND, a Delaware business trust having its principal office and place of business in Naperville, Illinois (the “Trust”).

WITNESSETH:
Subscription Agreement • November 6th, 2003 • Calamos Convertible Opportunities & Income Fund
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • April 28th, 2011 • Calamos Convertible Opportunities & Income Fund • Delaware

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made on September 13, 2006 and hereby amends the Agreement and Declaration of Trust dated as April 17, 2002 (as such agreement is hereby amended and restated, the “Agreement and Declaration of Trust”), by the undersigned (together with all other persons from time to time duly elected, qualified and serving as Trustees in accordance with the provisions of Article II hereof, the “Trustees”) for the purpose of forming a Delaware business trust in accordance with the provisions hereinafter set forth;

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STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • February 22nd, 2008 • Calamos Convertible Opportunities & Income Fund • New York

AMENDED AND RESTATED AGREEMENT, made as of June 15, 2007, by and between EACH ENTITY SET FORTH IN SCHEDULE II HERETO, as such Schedule may be amended from time to time to add additional funds managed by Calamos Advisors LLC (each such existing fund, and any additional fund, hereinafter referred to as the “Customer”), each a business trust organized and existing under the laws of the State of Delaware, and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).

Master Custodian Agreement
Master Custodian Agreement • March 9th, 2010 • Calamos Convertible Opportunities & Income Fund • Massachusetts

This Agreement is made as of September 11, 2009 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as a “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

FIRST AMENDMENT TO SALES AGREEMENT
Sales Agreement • February 19th, 2013 • Calamos Convertible Opportunities & Income Fund • New York

This FIRST AMENDMENT TO SALES AGREEMENT (the “Amendment”) is made and entered into with effect this 2nd day of July, 2012, by Calamos Convertible Opportunities and Income Fund, a Delaware statutory trust (the “Fund”), Calamos Advisors LLC, a Delaware limited liability company (the “Adviser”) and JonesTrading Institutional Services LLC (“Jones”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Agreement (as defined below).

STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • April 28th, 2011 • Calamos Convertible Opportunities & Income Fund • New York

AMENDED AND RESTATED AGREEMENT, made as of June 15, 2007, by and between EACH ENTITY SET FORTH IN SCHEDULE II HERETO, as such Schedule may be amended from time to time to add additional funds managed by Calamos Advisors LLC (each such existing fund, and any additional fund, hereinafter referred to as the “Customer”), each a business trust organized and existing under the laws of the State of Delaware, and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).

ARTICLE I DEFINITIONS
Custody Agreement • November 6th, 2003 • Calamos Convertible Opportunities & Income Fund • New York
Calamos convertible opportunities and income fund Second AMENDED AND RESTATED Agreement and Declaration of Trust
Agreement and Declaration • February 19th, 2021 • Calamos Convertible Opportunities & Income Fund • Delaware

WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;

Fourth Amendment to the Amended and Restated Stock Transfer Agency Agreement
Stock Transfer Agency Agreement • December 27th, 2018 • Calamos Convertible Opportunities & Income Fund

THIS FOURTH AMENDMENT (“Amendment”), effective as of October 18, 2017 (“Effective Date”), is to the Amended and Restated Stock Transfer Agency Agreement (the “Agreement”), made as of June 15, 2007, as amended, between each entity set forth in Schedule II attached to the Agreement, (each, a “Customer”) and Computershare Inc., successor-in-interest to The Bank of New York (“Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

Third Amendment to Transfer Agency and Service Agreement
Agency and Service Agreement • December 27th, 2018 • Calamos Convertible Opportunities & Income Fund • New York

THIS THIRD AMENDMENT (“Amendment”), effective as of September 6, 2017 (“Effective Date”), is to the Amended and Restated Stock Transfer Agency Agreement (the “Agreement”) made as of June 15, 2007, as amended, between each entity set forth in Schedule II attached to the Agreement (each, a “Customer”) and Computershare Inc., successor-in-interest to The Bank of New York (“Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

Relating to
Calamos Convertible Opportunities & Income Fund • September 9th, 2002 • New York
December 21, 2010 VIA FEDERAL EXPRESS State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 Attention: Matt Malkasian, Vice President Theresa B. Dewar, Vice President Re: Amendment Dear Mr. Malkasian and Ms. Dewar:
Calamos Convertible Opportunities & Income Fund • April 28th, 2011

In accordance with Section 8.7, the Amendments provision, of the Master Services Agreement by and among each registered management investment company party thereto (collectively, the “Funds”), and State Street Bank and Trust Company (“State Street”) dated as of March 15, 2004 (the “Agreement”), and in consideration of the mutual agreements and covenants contained herein, the parties agree to the following amendments to the Agreement:

Second Amendment to the Amended and Restated Stock Transfer Agency Agreement
Stock Transfer Agency Agreement • December 27th, 2018 • Calamos Convertible Opportunities & Income Fund

THIS SECOND AMENDMENT (“Amendment”), effective as of March 20, 2015 (“Effective Date”), is to the Amended and Restated Stock Transfer Agency Agreement (the “‘Agreement”), made as of June 15, 2007, and amended as of July 1, 2012, between each entity set forth in Schedule II attached to the Agreement (each, a “Customer”) and Computershare Inc., successor-in-interest to The Bank of New York (“Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

MASTER SERVICES AGREEMENT
Master Services Agreement • February 22nd, 2008 • Calamos Convertible Opportunities & Income Fund • Massachusetts
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